Washington, DC 20549

                                   FORM 12b-25

                        Commission File Number 000-51160

                           NOTIFICATION OF LATE FILING

(Check One):
|_| Form 10-K    |_| Form 11-K    |_| Form 20-F    |X| Form 10-Q  |_| Form N-SAR

               For Period Ended: June 30, 2006

               [ ] Transition Report on Form 10-K
               [ ] Transition Report on Form 20-F
               [ ] Transition Report on Form 11-K
               [ ] Transition Report on Form 10-Q
               [ ] Transition Report on Form N-SAR

               For the Transition Period Ended: N/A

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

                                     PART I
                             REGISTRANT INFORMATION

                        Ace Marketing & Promotions, Inc.
                             Full Name of Registrant

                               457 Rockaway Avenue
            Address of Principal Executive Office (Street and Number)

                             Valley Stream, NY 11581
                            City, State and Zip Code

                                     PART II
                             RULES 12b-25(b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box, if appropriate)

         (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or

[X]      (b)      The subject annual report, semi-annual report, transition
                  report on Form 10-K, 20-F, 11-K or N-SAR, or portion thereof,
                  will be filed on or before the 15th calendar day following the
                  prescribed due date; or the subject quarterly report or
                  transition report on Form 10-Q, or portion thereof will be
                  filed on or before the fifth calendar day following the
                  prescribed due date; and

         (c)      The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.

                                    PART III

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report portion thereof could not be filed within the
prescribed time period. (Attached extra sheets if needed.)

The Company could not complete its quarterly report on Form 10-QSB for the
quarter ended June 30, 2006 on a timely basis due to certain unforeseen
difficulties in connection with its preparation of its  quarterly report.

                                     PART IV
                                OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this

Steven Morse, Esq.               516                     487-1446
    (Name)                    (Area Code)          (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |__| No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_X| Yes || No

If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

Net loss for three months ended June 30, 2006 was approximately $112,000 versus
$441,550 for the comparable period of the prior year. Net loss for six months
ended June 30, 2006 was approximately $227,000 versus $493,018 for the
comparable period of the prior year.

                        Ace Marketing & Promotions, Inc.
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date August 14, 2006                  By: /s/ Dean L. Julia
                                           Chief Executive Officer

         Instruction: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.